Maryland > Secretary Of State > Business Entity
Certificate Of Conveyance - Maryland
| Certificate Of Conveyance Form. This is a Maryland form and can be used in Business Entity Secretary Of State . |
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CERTIFICATE OF CONVEYANCE PART I 1. Location of land being conveyed: __________________________________________________ ____________________________________________________________ (Include name of county or Baltimore City) 2. Transferor: ________________________________________________________________________ 3. Transferee: _________________________________________________________________________ 4. Certificate of Conveyance accompanying: (Please check appropriate box) _____Articles of Merger _____Articles of Transfer _____Document evidencing merger or consolidation _____Articles of consolidation of foreign corporations or foreign limited partnerships. 5. Interest in land affected: (SHOWN SEPARATELY FOR EACH PARCEL A DEED REFERENCE AND BRIEF DESCRIPTION PREFERABLY AS SHOWN ON RECENT TAX BILL. ATTACH ADDITIONAL SHEETS IF NECESSARY.) ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ 6. Mailing address for receipt of tax bill: Name & address ________________________________________________________________________ PART II Is this a transfer of real property subject to agricultural transfer tax? (YES____NO____) PART III Is this a transfer of real property under a reorganization described in Section 368(A) of the Internal Revenue Code? (YES____NO____) NOTE: IF THE ANSWER TO THE QUESTION IN PART III IS YES, THEN THIS TRANSACTION IS NOT SUBJECT TO RECORDATION AND/OR TRANSFER TAX. SKIP THE REST OF THE QUESTIONS IN PART IV AND PART V AND GO ON TO PART VI. IF THE ANSWER IS NO, CONTINUE ON WITH THE FOLLOWING QUESTIONS. PART IV For use where property is being conveyed by merger or consolidation. (Please check applicable box) 1. Is this a merger of a Partnership into an Limited Liability Company where the identity of the members and allocation of profit and loss are identical for both entities? (YES____NO____) NOTE: IF THIS ANSWER IS YES, THE TRANSACTION IS NOT SUBJECT TO TAX, SKIP THE REST OF PART IV AND ALL OF PART V AND COMPLETE PART VI. IF THE ANSWER IS NO, CONTINUE WITH THE FOLLOWING QUESTIONS. 2. Is this a merger where a partnership or limited liability company is a party to the merger? (YES____NO____) NOTE: IF THE ANSWER TO QUESTION 2. IS YES, THE TRANSACTION IS TAXABLE AND THE TAX IS BASED ON THE VALUE OF THE PROPERTY AS DETERMINED BY THE DEPARTMENT AT THE DATE OF FINALITY IMMEDIATELY BEFORE THE DATE OF THE TRANSACTION. DO NOT ANSWER QUESTIONS 3, 4, AND 5. 3. Is this a merger or consolidation where recordation tax and, if then required to have been paid, transfer tax were paid when the corporation merging out of existence or the corporation consolidating acquired the real property? (YES____NO____) American LegalNet, Inc. www.FormsWorkFlow.com 4. Is this a merger of a parent corporation into its subsidiary corporation? (YES____NO____) 5. Is this a merger where a subsidiary corporation is merging into a parent corporation and the parent corporation: A) previously owned this real property? (YES____NO____) B) owns the stock of the subsidiary and has owned that stock for a period greater than 18 months? (YES____NO____) C) acquires the stock of a subsidiary corporation which has been in existence and has owned the real property for a period of 2 years? (YES____NO____) NOTE: IF ALL ANSWERS TO QUESTIONS 3 THROUGH 5 ARE NO, THEN THIS IS A TRANSACTION THAT IS SUBJECT TO MARYLAND RECORDATION TAX, MARYLAND TRANSFER TAX, AND IF APPLICABLE, LOCAL TRANSFER TAX. THE TAXES ARE BASED ON THE VALUE OF THE PROPERTY AS DETERMINED BY THE DEPARTMENT AT THE DATE OF FINALITY IMMEDIATELY BEFORE THE DATE OF THE TRANSACTION. DO NOT COMPLETE PART V. GO ON TO PART VI. COMPLETE SECTIONS B, C & D OF PART VI IF THIS IS A TAXABLE TRANSACTION, IF IT IS NOT A TAXABLE TRANSACTION COMPLETE ONLY SECTION C & D OF PART VI. PART V For use where real property is being conveyed by articles of transfer. 1. Is this a transaction where real property of the corporation is being transferred for consideration and is subject to recordation and/or transfer taxes? (YES____NO____) NOTE: IF THE ANSWER TO QUESTION 1 IS YES, THE TRANSACTION IS TAXABLE AND THE TAX IS BASED ON THE CONSIDERATION PAID OR TO BE PAID. DO NOT ANSWER QUESTIONS 2, 3, AND 4. GO ON TO PART VI. 2. Is this a transaction where real property of the corporation is being transferred to its shareholders on the liquidation, dissolution or termination of that corporation? (YES____NO____) NOTE: IF THE ANSWER TO QUESTION 2 IS NO, SKIP 2A, 2B AND 2C. OTHERWISE CONTINUE WITH 2. Is this real property being transferred to: 2A) a person who was an original shareholder of the corporation? (YES____NO____) 2B) a person who is a direct descendent or relative within 2 degrees of a person who was an original shareholder of the corporation? yes no 2C). a person who acquired the status of shareholder by gift or devise from an original shareholder of the corporation? (YES____NO____) 3. Is this real property being transferred between a parent corporation and its subsidiary corporation or between two or more subsidiary corporations wholly owned by the same parent corporation and the parent is an original stockholder of the subsidiary corporation(s) or became a stockholder of the subsidiary corporation(s) for no consideration, nominal consideration or consideration that comprises only the issuance, cancellation, or surrender of stock of a subsidiary corporation? (YES____NO____) 4. Is this a transfer from a subsidiary corporation to its parent corporation for no consideration, nominal consideration or consideration that comprises only the issuance, cancellation or surrender of a subsidiary's stock where the parent corporation: 4A) previously owned the real property? (YES___NO____) 4B) owns the stock of the subsidiary and has owned that stock for a period greater than 18 months? (YES___NO____) 4C) acquired the stock of a subsidiary corporation which has been in existence and has owned the real property for a period of 2 years? (YES___NO____) NOTE: THIS TRANSACTION IS NOT SUBJECT TO RECORDATION AND/OR TRANSFER TAX IF: (1.) THE ANSWER TO QUESTION 2 IS YES AND THE ANSWER TO ANY OF QUESTIONS 2A, 2B, 2C, 3, 4A, 4B, OR 4C IS YES; OR (2.) THE ANSWER TO QUESTION 2 IS NO AND THE ANSWER TO ANY OF QUESTIONS 3, 4A, 4B, OR 4C IS YES. IN ALL OTHER CASES, THE TRANSACTION IS SUBJECT TO MARYLAND RECORDATION TAX, MARYLAND TRANSFER TAX, AND IF APPLICA
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